TRANSFER AND SALE OF SHARES Sample Clauses

TRANSFER AND SALE OF SHARES. 7.1 The JV Company is a private limited company closely held by and between INVO Bioscience and MEDESOLE. Consequently, the shares of the JV Company are not freely transferrable and are subject to the restrictions and transfer provisions contained in this Article. In addition, no Party shall transfer, dispose of, assign, pledge, hypothecate or in any manner create any right, title or interest in or otherwise encumber any shares held by it in the JV Company without the consent of the other Party. 7.2 Subject to the aforesaid, the shares of the JV Company held by the Parties may be freely transferred to either Party’s Affiliate after giving the other Party ninety (90) days’ notice of the transferring Party’s intention to transfer all or part of the shares held by such Party to its Affiliate. 7.3 Any sale of shares by a Party to this JV Agreement to any third party shall always be subject to a thirty (30) days right of first refusal by the other Party to this JV Agreement and shall be done strictly in accordance with the procedure specified below: (i) The Party desiring to sell the shares (“Offering Party”) to a third party shall only be entitled to sell all of the shares held by such Party; (ii) The Offering Party shall give notice of its intention to sell the shares to a third party to the other Party (the “Receiving Party”) specifying the identity and details of the third party, the number of shares offered, the price per share being offered and any other terms and conditions attached to such sale; (iii) The Receiving Party shall have thirty (30) days to either accept the offer or refuse it, in either case by written notice to the Offering Party; (iv) In the event the Receiving Party timely accepts the offer made by the Offering Party, then the sale shall be completed within sixty (60) days of the date on which the Receiving Party accepted the offer. (v) In the event the Receiving Party timely refuses the offer made by the Offering Party or does not respond within the stipulated thirty (30) days, then in either such event the Offering Party shall be free to sell the shares only to the original third party and on the same price, terms and conditions as specified in its notice to the Receiving Party within sixty (60) days from the date the Receiving Party refuses the offer or after expiry of the time period within which the Receiving Party was required to communicate its reply to the Offering Party’s offer and if and only if, such third party shall agree to ...